U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                   (Mark One)

              |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2002
                           Commission File No. 0-4006


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
             ( Exact name of registrant as specified in its charter)

   New Jersey                                                   22-1637978
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)


                 630 Shore Road, Suite 505, Long Beach, NY 11561
                 -----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (516) 431-1942
                                 --------------
                 (Issuer's Telephone Number Including Area Code)

              Securities registered under Section 12(b) of the Act:
                                      None

              Securities registered under Section 12(g) of the Act:

                          Common Stock, $.01 par value

                                (Title of Class)

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the registration was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 YES | X | NO


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. | |

State issuer's revenues for its most recent fiscal year. $0

The aggregate market value of the voting stock held by  non-affiliates  computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of July 8, 2002 was approximately:$628,359


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                 Common Stock, $.01 Par Value, 2,857,397 shares


DOCUMENTS INCORPORATED BY REFERENCE
None



                                     PART I

ITEM 1. BUSINESS

(a) Business Development

    1.      Historical Development

The Registrant was  incorporated  in New Jersey on May 6, 1959.  Until 1986, the
Registrant  was engaged in the marketing  and sale of a line of  semiconductors,
transistors,  diodes and  rectifiers  and, to a lesser extent,  other  ancillary
related electronic  products.  Because of sustained operating loses, the Company
discontinued  this line of operation and filed a plan of  reorganization  (under
Chapter 11) with the United States  Bankruptcy Court for the Eastern District of
New York, on April 30, 1990.

The  Registrant's  Plan of  Reorganization  was  confirmed by the United  States
Bankruptcy  Court for the  Eastern  District  of New York on April 30,  1990 and
consummated  on June 2,  1992.  Under the Plan of  Reorganization,  all  issued,
outstanding and restricted  shares of the  Registrant's  Common Stock,  $.01 par
value per share,  were canceled;  and all free trading shares were also canceled
but were reissued at a reverse-split ratio of three "new" shares for every seven
"old" shares  exchanged.  Each "new" share was accompanied by one Class A Common
Stock  Purchase  Warrant  exercisable  within  fifteen  months and entitling the
holder to purchase  one  additional  "new" share  $2.50;  and one Class B Common
Stock  Purchase  Warrant  exercisable  at any  time  within  thirty  months  and
entitling the holder to purchase one additional  "new" share at $3.50 per share.
In 1992,  the  Registrant  issued an aggregate of 905,262  Series A Common Stock
Purchase  Warrants and an aggregate  of 905,262  Series B Common Stock  Purchase
Warrants.  During the succeeding nine years, the Registrant's Board of Directors
extended the due date of the Series A and Series B Warrants. However, the Series
A and B warrants expired on December 31, 2000.

     2.   The Sackler Agreement

On June 6, 2001, and as reported in the Registrant's Form 8-KSB dated August 31,
2001, Joseph Petito, then the Registrant's  President and principal  stockholder
("Petito")  entered into a written  Stock  Purchase  Agreement  with The Sackler
Group II,  Inc.,  an entity  controlled  by and under  common  control  of David
Sackler,  the son of Harry Sackler,  then a 5% stockholder  (100,000 shares) and
former  director  of the  Registrant  (the  "Sackler  Agreement").  The  Sackler
Agreement  memorialized the proposed sale of approximately 52% of the issued and
outstanding  shares of the  Registrant's  common  stock  owned by Petito and his
wife. On July 25, 2001, the Registrant  terminated the Sackler  Agreement due to
the  non-performance  and the taking of unauthorized action by The Sackler Group
II,  Inc.  The  termination  of  the  Sackler  Agreement  was  reported  in  the
Registrant's Form 8-KSB dated August 31, 2001.


     3.   The November 30, 2001 Option Agreement


On November 30, 2001, and in consideration of the sum of $35,000, Petito entered
into a written  option  agreement  with James T.  Patten (the  "Option  Holder")
wherein the Option  Holder was granted the exclusive  and  assignable  option to
purchase  an  aggregate  of  684,584  issued  and  outstanding   shares  of  the
Registrant's common stock (the "Option Shares") owned of record by Petito at any
time prior to March 1, 2002 (the "Option"). The exercise price of the Option was
an aggregate of $33,458 or approximately  $.049 per Option Share. As of the date
of the Option Agreement, the Option Shares represented an approximate 36% equity
interest in the Registrant.  Pending the Option Holder's exercise of the Option,
the Option Shares were placed in escrow with the Registrant's transfer agent.

The  Option  Agreement  provided  that the  closing of the Option and the Option
Holder's  exercise  of the  Option  were  subject  to the  following  conditions
precedent:

     1. Petito's execution and delivery of a written  Settlement  Agreement with
the Registrant  where in Petito agreed to accept $75,000 in full  compromise and
settlement  of the  Registrant's  $123,862  obligation to Petito for accrued and
unpaid  compensation  ($78,000) and advances to the  Registrant  ($45,862).  The
Settlement  Agreement also provided for the  Registrant's  payment of $25,400 to
settle all existing liabilities  appearing on its financial  statements.  Petito
agreed to be solely responsible for any liabilities in excess of $25,400; and

     2. The delivery to the Option Holder of evidence of the Registrant's filing
with the Securities and Exchange Commission of a Form 10-KSB for the fiscal year
ended April 30, 2001; and

     3. The delivery to the Option Holder of evidence of the Registrant's filing
with the  Securities  and  Exchange  Commission  of a Form  10-QSB for the three
months ended July 31, 2001; and October 31, 2001; and

     4. The delivery to the Option Holder of a resignation  of Irwin Lampert and
Petito as an executive officers and directors of the Registrant; and

     5. The  delivery to the Option  Holder of a form of general  release of the
Registrant from David and Harry Sackler and The Sackler Group II, Inc.

On November 30, 2001, Messrs.  Petito and Lampert resigned as executive officers
and  directors of the  Registrant in favor of Irwin Pearl and Thomas F. Regan as
President,   Secretary  and  Chief   Financial   Officer  and  Vice   President,
respectively.

On November 30, 2001,  Petito  executed the  Settlement  Agreement.  On April 4,
2002, the Registrant  settled all of its existing  liabilities  appearing on its
financial  statements.  On March 7, 2002,  the  Registrant  filed:  (i) its Form
10-KSB for the fiscal  year ended April 30,  2001;  (ii) its Form 10-QSB for the
three months  ended July 31, 2001;  and (iii) its Form 10-QSB for the six months
ended October 31, 2001. On March 12, 2002, the Registrant  filed its Form 10-QSB
for the nine months ended January 31, 2002. On January 7, 2002, Petito delivered
to the Option  Holder the general  releases from David and Harry Sackler and The
Sackler  Group II, Inc. On various  dates  between March 22, and March 26, 2002,
the Option Holder assigned the Option Shares to seven non-affiliated individuals
and an entity who  subsequently  exercised their pro-rata portion of the Option.
Accordingly,  and on March  12,  2002,  the  Registrant  and the  Option  Holder
complied with all of the requirements of the Option Agreement.

On April 24,  2002,  the  Registrant  caused  the  original  issuance  of 10,000
authorized  but  unissued  shares  of its  common  stock  to  Irwin  Pearl,  its
President, in consideration for services rendered to the Registrant.

     (b)  Business of the Registrant

For at least the last three fiscal years,  the Registrant has essentially been a
"shell" corporation with no assets and limited liabilities.  During this period,
the Registrant's  management  limited the Registrant's  activities to seeking to
consummate a business  combination  with a profitable  privately  owned company.
Despite  several  attempts,   no  business  combination  was  concluded  by  the
Registrant during the three fiscal years ended April 30, 2002.

Accordingly,  the  Registrant  may be deemed  to be a blank  check  company.  As
defined  in Section  7(b)(3)  of the  Securities  Act of 1933,  as amended  (the
"Act"),  a "blank  check"  company is a  development  stage  company that has no
specific  business plan or purpose or has indicated that its business plan is to
engage in a merger or an acquisition  with an unidentified  company or companies
and is issuing  "penny  stock"  securities  as defined in Rule  3(a)(51)  of the
Securities  Exchange Act of 1934, as amended (the "34 Act").  The Securities and
Exchange Commission and many states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies.

The Registrant will attempt to identify and negotiate with a business target for
the merger of that entity with and into the Registrant.  In certain instances, a
target  company may wish to become a subsidiary of the Registrant or may wish to
contribute or sell assets to the Registrant  rather than to merge. No assurances
can  be  given  that  the  Registrant  will  be  successful  in  identifying  or
negotiating  with any target company.  The Registrant  seeks to provide a method
for a foreign  or  domestic  private  company to become a  reporting  ("public")
company  whose  securities  are  qualified  for  trading  in the  United  States
secondary market.

A business  combination with a target company will normally involve the transfer
to the target company of the majority of the issued and outstanding common stock
of the  Registrant,  and  the  substitution  by the  target  company  of its own
management  and  board  of  directors.  No  assurances  can be  given  that  the
Registrant  will  be able to  enter  into a  business  combination,  or,  if the
Registrant  does enter into such a business  combination  no  assurances  can be
given as to the  terms of a  business  combination,  or as to the  nature of the
target company.

Risk Factors

The  Registrant's  business is subject to numerous risk  factors,  including the
following:

No Operating  History or Revenue and Minimal  Assets.  The Registrant has had no
operating  history nor any revenues or earnings from operations for at least the
last  three  years.  The  Registrant  has no  significant  assets  or  financial
resources.  The Registrant  will, in all likelihood,  incur  operating  expenses
without  corresponding  revenues,  at least until the consummation of a business
combination.  This may result in the  Registrant  incurring a net operating loss
which will increase  continuously until the Registrant can consummate a business
combination with a target company. There can be no assurance that the Registrant
will be able to identify such a target  company and  consummate  such a business
combination on acceptable  terms or that it will derive any benefit from the net
operating loss.

Speculative Nature Of The Registrant's  Proposed Operations.  The success of the
Registrant's  proposed  plan of  operation  will depend to a great extent on the
operations, financial condition and management of any identified target company.
While  management  intends to seek business  combinations  with entities  having
established  operating histories,  there can be no assurance that the Registrant
will be able to identify a candidate satisfying such criteria.  In the event the
Registrant completes a business combination, of which there can be no assurance,
the success of the Registrant's  operations will be dependent upon management of
the target company and numerous other factors beyond the Registrant's control.

Scarcity of and Competition For Business  Opportunities  and  Combinations.  The
Registrant  is and  will  continue  to be an  insignificant  participant  in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or acquisition  target  candidates for the Registrant.  Nearly all such entities
have  significantly   greater  financial  resources,   technical  expertise  and
managerial  capabilities than the Registrant and,  consequently,  the Registrant
will  be  at  a  competitive   disadvantage  in  identifying  possible  business
opportunities and successfully completing a business combination.  Moreover, the
Registrant  will also compete  with  numerous  other small  public  companies in
seeking merger or acquisition candidates.

No Agreement for Business  Combination  or Other  Transaction--No  Standards for
Business  Combination.  The Registrant has no current arrangement,  agreement or
understanding  with  respect to engaging in a merger  with or  acquisition  of a
specific business entity.  There can be no assurance that the Registrant will be
successful in identifying and evaluating  suitable business  opportunities or in
concluding a business combination.  Management has not identified any particular
industry  or  specific  business  within  an  industry  for  evaluation  by  the
Registrant.  There  can be no  assurance  that  the  Registrant  will be able to
negotiate a business  combination  on terms  favorable  to the  Registrant.  The
Registrant  has not  established  a specific  length of  operating  history or a
specified level of earnings,  assets,  net worth or other criteria which it will
require a target  company  opportunity  to have  achieved,  or without which the
Registrant would not consider a business  combination with such business entity.
Accordingly,  the  Registrant  may  enter  into a  business  combination  with a
business  entity having  losses,  limited or no potential for earnings,  limited
assets, no significant  operating history,  negative net worth or other negative
characteristics.

Continued  Management  Control,  Limited  Time  Availability.  While  seeking  a
business combination,  management  anticipates devoting up to five (5) hours per
month to the business of the  Registrant.  The  Registrant's  only two executive
officers and directors are Mr. Irwin Pearl,  the President,  Secretary and Chief
Financial Officer, and Mr. Thomas F. Regan, the Vice President,  neither of whom
have entered into  written  employment  agreements  with the  Registrant  or are
expected to do so in the foreseeable future. The Registrant has not obtained key
man life insurance on its officers and directors.  Notwithstanding  the combined
limited  experience and time  commitment of management,  loss of the services of
its  President,  Mr. Irwin Pearl,  would  adversely  affect  development  of the
Registrant's business and its likelihood of consummating a business combination.

Conflicts of  Interest--General.  The  Registrant's  two officers and  directors
participate  in other  business  ventures  which may compete  directly  with the
Registrant.  Although none are  anticipated,  conflicts of interest and non-arms
length transactions may also arise in the future. Management does not anticipate
that the Registrant  will seek a merger with, or  acquisition  of, any entity in
which any member of management serves as an officer,  director or partner, or in
which they or their family members own or hold any ownership interest. See "ITEM
9. Directors and Executive Officers,  Promoters and Control Persons;  Compliance
with Section 16(a) of the Exchange Act.


Reporting  Requirements May Delay or Preclude Acquisition.  Section 13 of the 34
Act requires  companies  subject  thereto to provide certain  information  about
significant  acquisitions  including  certified  financial  statements  for  the
Registrant acquired covering one or two years, depending on the relative size of
the  acquisition.  The time and  additional  costs that may be  incurred by some
target companies to prepare such financial statements may significantly delay or
essentially preclude  consummation of an otherwise desirable  acquisition by the
Registrant.  Acquisition  prospects that do not have or are unable to obtain the
required  audited  statements may not be appropriate  for acquisition so long as
the reporting requirements of the 34 Act are applicable.

Lack of Market  Research  or  Marketing  Organization.  The  Registrant  has not
conducted, nor have others made available to it, market research indicating that
demand exists for the transactions  contemplated by the Registrant.  Even in the
event demand exists for a merger or acquisition of the type  contemplated by the
Registrant,  there can be no assurance  the  Registrant  will be  successful  in
completing any such business combination.

Lack  of  Diversification.   The  Registrant's  proposed  operations,   even  if
successful,  will, at least in the short term and in all  likelihood in the long
term, result in the Registrant engaging in a business  combination with only one
business opportunity.  Consequently, the Registrant's activities will be limited
to those engaged in by the business opportunity which the Registrant merges with
or acquires.  The  Registrant's  inability to diversify  its  activities  into a
number of areas may subject the  Registrant  to economic  fluctuations  within a
particular business or industry and therefore increase the risks associated with
the Registrant's operations.

Probable Change in Control and Management.  A business combination involving the
issuance of the  Registrant's  common stock will, in all  likelihood,  result in
shareholders  of a  target  company  obtaining  a  controlling  interest  in the
Registrant.  Any such  business  combination  may  require  shareholders  of the
Registrant to sell or transfer all or a portion of the Registrant's common stock
held by them.  The  resulting  change in control of the  Registrant  will likely
result in removal of the present  officers and directors of the Registrant and a
corresponding  reduction in or elimination of their  participation in the future
affairs of the Registrant.

Reduction of Percentage  Share Ownership  Following  Business  Combination.  The
Registrant's  primary  plan of  operation  is based upon the  consummation  of a
business  combination  with a business  entity which,  in all  likelihood,  will
result in the Registrant  issuing  securities to  shareholders  of such business
entity.  The issuance of previously  authorized and unissued common stock of the
Registrant  would  result in  reduction  in  percentage  of shares  owned by the
present  shareholders of the Registrant and would most likely result in a change
in control or management of the Registrant.

Aspects  of Blank  Check  Offering.  The  Registrant  may enter  into a business
combination  with a business  entity that desires to establish a public  trading
market for its shares. A target company may attempt to avoid what it deems to be
adverse  consequences  of  undertaking  its own  public  offering  by  seeking a
business combination with the Registrant. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering,  loss of voting control to public  shareholders
or the inability to obtain an  underwriter  or to obtain an underwriter on terms
satisfactory to the Registrant or the target.

Taxation.  Federal and state tax consequences will, in all likelihood,  be major
considerations  in  any  business  combination  the  Registrant  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Registrant intends to structure any business  combination so as
to minimize the federal and state tax  consequences  to both the  Registrant and
the  target  company;  however,  there can be no  assurance  that such  business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free  treatment upon a transfer of
stock or assets. A non-qualifying  reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction or their respective shareholders.

Requirement   of  Audited   Financial   Statements   May   Disqualify   Business
Opportunities.  Management  of the  Registrant  will request that any  potential
business opportunity provide audited financial statements. One or more potential
combination  candidates may opt to forego pursuing a business  combination  with
the Registrant  rather than incur the burdens  associated with preparing audited
financial statements.  In such case, the Registrant may choose to obtain certain
assurances as to the target company's assets, liabilities, revenues and expenses
prior to consummating a business  combination,  with further  assurances that an
audited  financial   statement  would  be  provided  after  closing  of  such  a
transaction.   Closing   documents   for   such  a   transaction   may   include
representations that the audited financial statements will not materially differ
from the representations included in such closing documents.


ITEM 2. DESCRIPTION OF PROPERTY


Rental Premises.  The Registrant has been dormant since 1997.  Accordingly,  and
during the fiscal year ended April 30, 2002,  through  November  30,  2001,  the
Registrant utilized its former Chairman`s office on a rent free basis to receive
mail.  During the fiscal year ended April 30, 2002, and through the date of this
Report,  the Registrant had no properties nor did it enter into any agreement or
arrangement  to acquire any  properties.  On December  1, 2001,  the  Registrant
relocated its  executive  offices to 630 Shore Road,  Suite 505, Long Beach,  NY
11561 on a temporary  basis.  The  Registrant has the use of  approximately  100
square  feet of space  rent  free on a month to month  basis.  The  Registrant's
temporary space is adequate for the  Registrant's  present needs, and management
expects that the Registrant will continue this arrangement  until the completion
of an acquisition or merger.

Inventory.  In 1997,  management determined that the Registrant's then inventory
of semi conductor parts was obsolete and worthless and decided to abandon it.

ITEM 3. LEGAL PROCEEDINGS

Since  the  consummation  of the  Plan of  Reorganization  on June 2,  1992,  no
material legal proceedings have ever been pending against the Registrant.  As of
the date of this Report,  no legal  proceedings have been threatened  against or
settled by the Registrant.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Neither  during the fourth  quarter of the fiscal year ended April 30, 2002, nor
at any time since August 15, 1994, did the Registrant  conduct an Annual Meeting
of its stockholders pursuant to definitive proxy materials under Regulation 14 A
under the 34 Act, or otherwise.

                                     PART II

ITEM 5. MARKET FOR COMMON STOCK EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) Market Information.

Since approximately November 1996, the Registrant's common stock, its only class
of equity securities, has been traded in the over-the-counter market in the pink
sheets.  The  following  table  sets  forth  the range of high and low bid price
information for the common stock as reported by the National  Quotation  Bureau,
Inc.  for each fiscal  quarter for the past two fiscal  years.  High and low bid
quotations  represent  prices  between  dealers  without  adjustment  for retail
mark-ups,  mark-downs or commissions  and may not necessarily  represent  actual
transactions.


                                              HIGH                   LOW
                                               --------------------------


Fiscal 2000:

FIRST QUARTER
May 1st thru
July 31, 1999                                  .01                    .01

SECOND QUARTER
August 1st thru
October 31, 1999                               .01                    .01

THIRD QUARTER
November 1st thru
January 31, 2000                               .01                    .01

FOURTH QUARTER
February 1st thru
April 30, 2000                                 .01                    .01

Fiscal 2001:

FIRST QUARTER

May 1st thru
July 31, 2000                                  .01                    .01

SECOND QUARTER
August 1st thru
October 31, 2000                               .01                    .01


THIRD QUARTER
November 1st thru
January 31, 2001                               .15                    .005

FOURTH QUARTER
February 1st thru
April 30, 2001                                 .16                    .05

Fiscal 2002:

FIRST QUARTER
May 1st thru
July 31, 2001                                  .01                     .01

SECOND QUARTER
August 1st thru
October 31, 2001                               .01                     .01

THIRD QUARTER
November 1st thru
January 31, 2002                               .10                     .10

FOURTH QUARTER
February 1st thru
April 30, 2002                                 .20                     .40

(b) Holders.

As of April 30, 2002, the  approximate  number of holders of record of shares of
the Registrant's  Common  Stock,$.01 par value per share, the Registrant's  only
class of trading securities, was believed by management to be as follows:

            Title of Class                            Number of Record Holders
            --------------                            ------------------------
            Common Stock, $.01 par                             500

Management  believes there are many  shareholders  whose  securities are held in
street name with various brokerage  houses.  The exact number of shareholders is
unknown to the Registrant.

(c) Dividends.

The  Registrant  has paid no  dividends  during the fiscal years ended April 30,
2001 and April 30, 2002.  Other than the requirements of the New Jersey Business
Corporation  Act that dividends be paid out of capital surplus only and that the
declaration and payment of a dividend not render the Registrant insolvent, there
are no  restrictions  on the  Registrant's  present  or  future  ability  to pay
dividends.

The payment by the  Registrant of dividends,  if any, in the future rests within
the  discretion of its Board of Directors  and will depend,  among other things,
upon the  Registrant's  earnings,  its capital  requirements,  and its financial
conditions, as well as other relevant factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Private  Securities  Litigation  Reform Act of 1995  contains  "safe harbor"
provisions   regarding   forward-looking   statements.   Except  for  historical
information contained herein, the matters discussed in the Liquidity and Capital
Resources  section below contain potential risks and  uncertainties,  including,
without  limitation,  risks related to the Registrant's  ability to successfully
identify  potential  merger  partners,  retain  key  employees  and  settle  any
outstanding  debts.  The  Registrant  will need to attract  partners in order to
execute its revised  business  strategy,  and there can be no assurance that the
Registrant will be successful in attracting such partners.

Results of Operations

During the two fiscal years ended April 30, 2002 and 2001,  the  Registrant  had
discontinued all operations and did not earn any revenues.

During a portion of 2002 and during all of 2001,  the  Registrant's  general and
administrative expenses were due to the Registrant's  President,  Joseph Petito,
allowing  the  Registrant  to operate on a rent-free  basis in the premises of a
privately owned entity controlled by Mr. Petito's family. Commencing on November
30, 2001, the  Registrant's  general and  administrative  expenses were entirely
attributable to keeping the Registrant current in its reporting obligation under
the 34 Act, its tax and good  standing  obligations  to the State of New Jersey,
the payment of transfer agent fees and incidental overhead expenses.

The  Registrant  did not conduct any  research  and  development  or selling and
marketing  activities in the two fiscal years ended April 30, 2002 and 2001. The
Registrant is not currently  conducting any research and  development or selling
and marketing activities.

During  the two fiscal  years  ended  April 30,  2002 and 2001,  the  Registrant
recognized a net loss of $2,019 and $26,900,  respectively.  The net losses were
principally the result of accrued  franchise tax obligations,  professional fees
and related overhead expenses. The amount of general and administrative expenses
in 2002 and 2001 were $2,019 and $26,900,  respectively.  Because of  collection
time-limitations  provided in the federal tax laws,  prior periods payroll taxes
are no longer a liability of the Registrant.  The Registrant does not anticipate
sales of any products or service in the foreseeable future other than those of a
potential merger partner.

The drastic  reduction in both the  Registrant's  gross  revenue and general and
administrative  expenses for the fiscal year ended April 30, 2001,  was entirely
attributable  to the  Registrant's  January 11, 1996,  divestiture of Netherland
Gardens  Owners,  Inc.,  a New  York  corporation  that  owned a  59-unit  co-op
residential  dwelling in White Plains, New York that the Registrant  theretofore
acquired on February 25, 1993 from Michaels  Associates,  then a  non-affiliated
business entity. This divestiture left the Registrant without material assets or
capital resources. Accordingly, and during the fiscal year ended April 30, 2001,
the continued  economic viability of the Registrant was entirely dependent upon:
(1) Mr. Petito's  continued  funding,  assumption of the Registrant's  expenses,
providing the Registrant with rent-free premises, and allowing the use of office
equipment and (2) the Registrant's merger with a profitable operating company.

During the fiscal year ended April 30, 2001, and to maintain its existence,  the
Registrant  used the  facilities  of its  former  Chairman  and Chief  Executive
Officer Mr. Joseph Petito.  On November 30, 2001, and as disclosed  herein under
Item 1, Mr.  Petito  entered  into an option  agreement  with James T. Patten as
Option Holder. Under the option agreement, the Option Holder was given the right
to purchase all of the Option Shares owned by Mr.  Petito.  On the same day, Mr.
Petito and Mr. Irwin Lampert resigned as executive officers and directors of the
Registrant  in favor of Mr.  Irwin Pearl and Mr.  Thomas F. Regan as  President,
Secretary and Chief Financial Officer and Vice President,  respectively. As part
of the  arrangement,  the  Registrant  commenced  the conduct of a best  efforts
private  placement  of  3,000,000  shares of its common stock at $.05 per share.
During the fiscal year ended April 30,  2002,  and as  hereinafter  indicated in
Item 12, the Registrant sold an aggregate of 1,000,000  shares to Grove Partners
(500,000 shares) and Gable International Investments, Ltd. (500,000 shares). The
proceeds from these sales were utilized to pay the Registrant's  accrued general
and administrative expenses. The right to acquire the Option Shares was assigned
to seven non-affiliated individuals and an entity who subsequently exercised the
same on or about March 31, 2002. As a result of the  foregoing,  the  Registrant
underwent  a change  of  control.  The  future  of the  Registrant  is  entirely
dependent on new management's  ability to secure a business  combination partner
or establish profitable operations.

Financial Condition

In 1997, the Registrant  changed its direction from investment in real estate to
finding a merger partner.

As of April 30,  2001,  the  Registrant  did not have any cash.  As of April 30,
2002,  and  principally  as a result of the  Registrant's  private  placement of
1,000,000 shares at $.05 per share, the Registrant has cash of $21,620.  For the
same reason, the Registrant's  current assets as of April 30, 2002, were $21,620
a 100%  increase  from the April 30, 2001  position.  The  Registrant's  current
liabilities  of $6,889 as of April  30,  2002,  represented  a  $150,223  or 96%
decrease from the  Registrant's  current  liabilities  as of April 30, 2001. The
decrease was entirely  attributable to the  Registrant's  settlement with Joseph
Petito and the payment of accrued  professional  fees and expenses.  The Current
liabilities  decreased by $150,223  from $157,112 on April 30, 2001 to $6,889 on
April 30,  2002.  The  liability  of $123,862  to Joseph  Petito  accounted  for
approximately  79% of the current  liabilities  of the  Registrant  on April 30,
2001.  This debt to Joseph Petito was recorded as a forgiveness  of debt for the
year ended April 30, 2002.

The  Registrant is  authorized  to issue up to  10,000,000  shares of its Common
Stock.  As of April  30,2002,  there were 2,857,397  shares of the  Registrant's
Common Stock  issued and  outstanding.,  and  increase of 1,010,000  shares from
April 30, 2001.

Capital Expenditures

The Registrant did not have any material commitments for capital expenditures at
April 30, 2002 or 2001.

Effects of Inflation

The Registrant  believes that the relatively moderate rate of inflation over the
past few years has not had a significant  impact on the  Registrant's  financial
position or operating results.

ITEM 7. FINANCIAL STATEMENTS

Financial statements meeting the requirements of Item 310 of Regulation S-B, for
the two fiscal year ending  April 30, 2002 and 2001 were  audited by Bloom & Co.
LLP.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

None


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE 34 Act

(a) Identify Directors and Executive Officers.

The following table sets forth:  (1) names and ages of all persons who presently
are and who have been selected as directors of the Registrant; (2) all positions
and offices with the Registrant held by each such person; (3) the term or office
of each person named as a director; and 4) any period during which he or she has
served a such:

                     Duration and
                     Date of              Position &               Age and
                     Expiration of        Office with              Director
Name                 Present Term         Registrant               Since
-------------------------------------------------------------------------------

Irwin Pearl          Next Annual          President and            60, 11/30/01
                     Meeting              Director


Thomas F. Regan      Next Annual          Vice President           54, 11/30/01
                     Meeting               and Director

Joseph Petito (1)    Next Annual          Former President,        82, 3/31/83
                     Meeting               Chief Executive
                                           Officer and Chief
                                           Financial Officer

Irwin Lampert (1)    Next Annual          Former Vice President,   62, 01/02/95
                     Meeting               Secretary
                                           and Director (1)


(1) On November 30, 2001, Mr. Petito  resigned as an executive  officer and as a
member of the  Registrant's  Board of Directors,  and Mr. Lampert  nominated and
elected Mr. Irwin Pearl to fill the vacancy  created by the  resignation  of Mr.
Petito.  Thereafter,  and on the same date, Mr. Lampert resigned as an executive
officer and as a member of the  Registrant's  Board of Directors,  and Mr. Pearl
nominated  and  elected Mr.  Thomas F. Regan to fill the vacancy  created by the
resignation of Mr. Lampert. Subsequently, and on the same date, Messrs Pearl and
Regan elected themselves as President, Secretary and Chief Financial Officer and
Vice President, respectively.

There is no  understanding  or  arrangement  between any  directors or any other
person or persons pursuant to which such  individual,  was or is to be, selected
as a director or nominee of the Registrant.

(4) Business Experience

The  following  is a  brief  account  of the  experience  of each  director  and
executive officers of the Registrant:

     JOSEPH PETITO.  Mr. Petito was continually  employed by the Registrant from
1986 to November 30, 2001.  From 1983 to 1986,  Mr. Petito was the  Registrant's
Chairman of the Board of  Directors  and since 1986 has served as its  President
and Chief Executive Officer.  Simultaneously  therewith, Mr. Petito had been the
President,  and a principal  shareholder  of Aardvark  Sanitation  Co., Inc., an
independent  industrial  waste removal hauler located in Islip,  New York, since
that Registrant's inception in 1973. Simultaneously,  and since its inception in
1979,  Mr.  Petito had served as  Secretary,  Treasurer,  Director and principal
shareholder of Island Salvage  Haulers,  Inc., an independent  industrial  waste
removal  concern  formerly in Garden City, New York.  During the past ten years,
Mr. Petito has also acted as an independent  management consultant  specializing
in the design,  installation and operation of solid,  liquid and hazardous waste
removal systems for commercial and industrial  application.  During the past ten
years, Mr. Petito has also had other executive and directorial affiliations.  On
November 30, 2001, Mr. Petito  resigned as an executive  officer and director of
the Registrant.

     IRWIN  LAMPERT.  Mr.  Lampert serves as the  Registrant's  Vice  President,
Secretary  and as a  director  from  January  2,  1995  to  November  30,  2001.
Simultaneously   therewith  and  since  April  1995,  Mr.  Lampert  has  been  a
self-employed  electrical  engineering  and defense  contracting  consultant  in
Brooklyn,  New York.  Prior  thereto  since 1986,  Mr.  Lampert was an executive
officer, director and principal stockholder of American Finishing & Spray, Inc.,
a privately owned New Jersey corporation engaged in the distribution and sale of
coating  technology  for  industrial  and military  application  in Newark,  New
Jersey.  Prior thereto since 1975,  Mr.  Lampert was employed by E-TRON Corp., a
publicly  owned  corporation  based  in  Edison,   Jersey  and  engaged  in  the
manufacture of electromechanical  components for the United States military. Mr.
Lampert received a Bachelor of Science degree in Electrical Engineering from the
City  University of the State of New York in 1959 and a Master of Science degree
in Electrical  Engineering from  Polytechnic  Institute of New York in 1961. Mr.
Lampert  received a Juris Doctor  degree from  Brooklyn  Law School in 1965.  On
November 30, 2001, Mr. Lampert resigned as an executive  officer and director of
the Registrant.

     IRWIN PEARL. Mr. Pearl was elected as the Registrant's President, Secretary
and Chief Financial Officer on November 30, 2001.  Simultaneously  therewith and
since   November  6,  2001,  Mr.  Pearl  has  been  the  President  of  E-Global
Communications,  Inc., a Nevada corporation engaged in the marketing and sale of
direct  response  TV products  and  services  in Latin  America.  Simultaneously
therewith  and from January  1998,  to Mr.  Pearl served as the Chief  Operating
Officer and a director of E-GlobalNet,  Inc. (and its predecessors),  a Delaware
corporation  and  international  distributor  of "As  Seen  On TV"  products  in
Hicksville, New York. Prior thereto since 1992, Mr. Pearl was President/Co-Chief
Executive  Officer and a director of PhaseOut  of America,  Inc.  (OTCBB  Symbol
POUT) where he  administered  the  re-development  and clinical  testing of that
company's patented smoke cessation product.  Prior thereto since 1984, Mr. Pearl
was President and Chief Executive  Officer of AquaSciences  International,  Inc.
(NASDAQ  AQSI);  a company  engaged  in the  development  of  proprietary  water
purification  technologies  for consumer  applications.  From 1970 to 1984,  Mr.
Pearl was the principal of  Promotional  Media,  Inc., a company  engaged in the
publishing  of  traffic   building   continuity   promotions   for  the  leading
supermarkets  in  the  nation.   In  1966  Mr.  Pearl  co-founded  Jerome  Irwin
Advertising Agency; a retail-advertising  agency that grew to become one of Long
Island's largest,  with annual billings reaching $50 million per year. Mr. Pearl
is a charter member of the New Product Development Corporation,  a consortium of
business  management  executives,  that helps  inventors and product  developers
commercialize their products.

     THOMAS F. REGAN.  Mr. Regan was elected as a director and the  Registrant's
Vice President on November 30, 2001.  Simultaneously therewith and since October
30, 2001, Mr. Regan has been employed by Greenpoint Financial, a division of the
Greenpoint  Savings Bank, as a Wholesale  Account Executive in its Mount Laurel,
New Jersey  office.  Prior thereto since 1991, Mr. Regan served as the President
and a  principal  stockholder  of Pinnacle  Mortgage  Corp.,  a privately  owned
licensed mortgage banking firm in East Hanover,  New Jersey. Prior thereto since
1978,  Mr.  Regan was  employed by the  mortgage  banking  divisions  of various
commercial and savings banks in the Northeast United States.

(5) Directorship

     Each Director of the Registrant has indicated to the Registrant  that he or
she is not  presently  a  director  in any  other  Registrant  with a  class  of
securities  registered  pursuant  to  Section 12 of the 34 Act or subject to the
requirements of Section 15(d) of such act or any investment  company  registered
under the Investment Company Act of 1940.

(b) Identification of Certain Significant Employees

     The  Registrant  does not  presently  employ  any  person as a  significant
employee who is not an executive  officer but who makes or is expected to make a
significant contribution to the business of the Registrant.

(C) Family Relationships

     No family relationship exists between any director or executive officers of
the Registrant.

(d) Involvement in Certain Legal Proceedings

     No event listed in  Sub-paragraphs  (1) through (4) of Subparagraph  (d) of
Item 401 of Regulation  S-B, has occurred with respect to any present  executive
officer or director of the  Registrant  or any nominee for  director  during the
past five years which is material to an  evaluation  of the ability or integrity
of such director or officer.

ITEM 10. EXECUTIVE COMPENSATION.

(a) General

     (1)  through  (7) All  Compensation  Covered.  During the fiscal year ended
April  30,  2002,  no  compensation  was paid to,  accrued  or set aside for any
executive officer or director of the Registrant.

(b) Summary Compensation Table.

                           SUMMARY COMPENSATION TABLE

                              Annual Compensation    Long-Term Compensation
                                                     Restricted   Securities
                                                        Stock    Underlying LTI
    Name        Year  Salary   Bonus  Other  Award(s)  Options       Pay

Joseph Petito   1999  $-0-(1)  None   None   None      None          None
Joseph Petito   2001   -0-(1)  None   None   None      None          None
Joseph Petito   2002   -0-(1)  None   None   None      None          None
Irwin Pearl     2002   -0-(2)  None   (2)    None      None          None
Thomas Regan    2002   -0-     None   None   None      None          None

-----------------

(1)  On July 30, 1997, the Registrant  received a written  statement from Joseph
     Petito wherein and whereby he irrevocably waived any and all claims that he
     may have to receive  compensation  from the  Registrant for the four fiscal
     years ended April 30, 1997, in the sum of $312,000 plus any and all accrued
     interest.  Mr. Petito also waived any right that he may have under and with
     respect  to the  October  1,  1992,  verbal  agreement  with  the  Board of
     Directors  granting  him the right and option to convert  the  Registrant's
     debt and  obligation  to him into two  shares  of the  Registrant's  Common
     Stock, at $.01 par value, for every $1.00 of debt.

(2)  On April 24, 2002, the Registrant  issued an aggregate of 10,000 restricted
     shares  of its  common  stock to Mr.  Pearl in  consideration  of  services
     rendered to the Registrant during the period December 1, 2001 through April
     30, 2002. The shares had a fair market value of $2,000 or $.20 per share.

          (c)  Option/SAR  Grant  Table.  During the fiscal year ended April 30,
               2002,  the  Registrant   made  no  grants  of  stock  options  or
               freestanding SAR's.

          (d)  Aggregate  Option/SAR  Exercises and Fiscal  Year-End  Option/SAR
               Value Table. No stock options or freestanding SAR's are issued or
               outstanding.  Accordingly, and during the fiscal year ended April
               30, 2001, no stock options or freestanding  SAR's were exercised.
               Notwithstanding  the foregoing,  an aggregate of 1,000,000 shares
               of the  Registrant's  Common Stock,  $.01 par value per share are
               reserved  for  issuance  pursuant to the  Registrant's  long-term
               incentive plan adopted by the Registrant's  Board of Directors in
               August,   1990,   but  not  yet  ratified  and  approved  by  the
               Registrant's stockholders.

          (e)  Long-Term Incentive Plan ("LTIP") Awards Table. During the fiscal
               year ended April 30, 2002, the Registrant made no LTIP awards.

          (f)  Compensation  of Directors.  (1) and (2).  During the fiscal year
               ended April 30, 2001, no director of the Registrant  received any
               compensation,   whether   pursuant  to  any   standard  or  other
               arrangement or otherwise.

          (g)  Employment Contracts and Termination of Employment, and Change-in
               Control Arrangements. (1) and (2). No executive officer, director
               or employee of the Registrant is serving pursuant to the terms of
               a   written   employment   or   other   compensation   agreement,
               understanding  or arrangement  with the  Registrant;  and no such
               agreement was entered into during the fiscal year ended April 30,
               2002.

          (h)  Report  on  Repricing  of  Options/SAR's.  No  stock  options  or
               freestanding  SAR's are issued or outstanding.  Accordingly,  and
               during the fiscal year ended April 30, 2002,  no stock options or
               freestanding SAR's were repriced.

(I) Mr. Petito resigned effective November 30, 2001.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  Security  Ownership of Certain  Beneficial  Owner.  The information is
          furnished  as of June 30, 2002,  as to the  number  of  shares of the
          Registrant's   Common   Stock,   $.01  par  value  per  share,   owned
          beneficially,  or known by the  Registrant to own  beneficially,  more
          than 5% of any class of such security:


Name and Address                   Amount and Nature
of Beneficial                       of Beneficial
Owner                                Ownership              Percentage of Class

Grove Partners
266 Cedar Street
Cedar Grove, NJ 07009                 500,000                           17.6%

Gable International Investments, Ltd.
PO Box 3152 Road Town
Tortola, British Virgin Islands       500,000                           17.6%

Judy Cabrera
15 Alden Street
Mansfield, MA 02048                   175,000                           6%


(b) Security  Ownership of Management.  The  information is furnished as of June
30, 2002, as to the number of shares of the Registrant's  Common Stock, $.01 par
value per share owned beneficially by each executive officer and director of the
Registrant and by all executive officers and directors as a group:

Name and Address              Amount and Nature
of Beneficial                   of Beneficial
Owner                             Ownership                Percentage of Class


Irwin Pearl
25 Nantwick Street
Lido Beach, NY 11561                10,000                         -%

Thomas Regan
15 Lincoln Street
Roseland, NJ 07068                 101,500                        3.4%

All Officers
And Directors
as a Group of
two persons                        110,500                        3.4%

(c) Changes in Control. On November 30, 2001, and in consideration of the sum of
$35,000,  Petito, then an executive officer,  director and principal stockholder
of the Registrant,  entered into a written option agreement with James T. Patten
as Option  Holder,  wherein  the Option  Holder was granted  the  exclusive  and
assignable  option to purchase an  aggregate of 684,584  issued and  outstanding
shares of the Registrant's common stock (the "Option Shares") owned of record by
Petito at any time prior to March 1, 2002 (the "Option").  The exercise price of
the Option was an aggregate of $33,458 or approximately  $.049 per Option Share.
As of the  date of the  Option  Agreement,  the  Option  Shares  represented  an
approximate 36% equity  interest in the Registrant.  Pending the Option Holder's
exercise  of the  Option,  the  Option  Shares  were  placed in escrow  with the
Registrant's transfer agent.

The  Option  Agreement  provided  that the  closing of the Option and the Option
Holder's  exercise  of the  Option  were  subject  to the  following  conditions
precedent:

     1. Petito's execution and delivery of a written  Settlement  Agreement with
the Registrant  wherein  Petito agreed to accept $75,000 in full  compromise and
settlement  of the  Registrant's  $123,862  obligation to Petito for accrued and
unpaid  compensation  ($78,000) and advances to the  Registrant  ($45,862).  The
Settlement  Agreement provided for the Registrant's payment of $25,400 to settle
all existing liabilities appearing on its financial statements. Petito agreed to
be solely responsible for any liabilities in excess of $25,400; and

     2. The delivery to the Option Holder of evidence of the Registrant's filing
with the Securities and Exchange Commission of a Form 10-KSB for the fiscal year
ended April 30, 2002; and

     3. The delivery to the Option Holder of evidence of the Registrant's filing
the  Securities  and Exchange  Commission  of a Form 10-QSB for the three months
ended July 31, 2001; and

     4. The delivery to the Option Holder of a resignation  of Irwin Lampert and
Petito as executive officers and directors of the Registrant; and

     5. The  delivery to the Option  Holder of a form of general  release of the
Registrant from David and Harry Sackler and The Sackler Group II, Inc.

On November 30, 2001, Messrs.  Petito and Lampert resigned as executive officers
and  directors of the  Registrant in favor of Irwin Pearl and Thomas F. Regan as
President,   Secretary  and  Chief   Financial   Officer  and  Vice   President,
respectively.

On November 30, 2001,  Petito  executed the  Settlement  Agreement.  On April 4,
2002, the Registrant  settled all of its existing  liabilities  appearing on its
financial  statements.  On March 7, 2002,  the  Registrant  filed:  (i) its Form
10-KSB for the fiscal  year ended April 30,  2001;  (ii) its Form 10-QSB for the
three months  ended July 31, 2001;  and (iii) its Form 10-QSB for the six months
ended October 31, 2001. On March 12, 2002, the Registrant  filed its Form 10-QSB
for the nine months ended January 31, 2002. On January 7, 2002, Petito delivered
to the Option  Holder the general  releases from David and Harry Sackler and The
Sackler  Group II, Inc. On various  dates  between March 22, and March 26, 2002,
the Option Holder assigned the Option Shares to seven non-affiliated individuals
and an entity who  subsequently  exercised their pro-rata portion of the Option.
Accordingly,  and on March  12,  2002,  the  Registrant  and the  Option  Holder
complied with all of the requirements of the Option Agreement.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)(b) On November  30, 2001,  Joseph  Petito,  the  Registrant's  President,  a
director and principal  stockholder,  entered into the Option Agreement with the
Option Holder hereinabove described in Item 1 and 11(c).

On November  30, 2001,  Mr.  Petito  resigned as an  executive  officer and as a
member of the  Registrant's  Board of Directors,  and Mr. Lampert  nominated and
elected Mr. Irwin Pearl to fill the vacancy  created by the  resignation  of Mr.
Petito.  Thereafter,  and on the same date, Mr. Lampert resigned as an executive
officer and as a member of the  Registrant's  Board of Directors,  and Mr. Pearl
nominated  and  elected Mr.  Thomas F. Regan to fill the vacancy  created by the
resignation of Mr. Lampert. Subsequently, and on the same date, Messrs Pearl and
Regan elected themselves as President, Secretary and Chief Financial Officer and
Vice President, respectively.

On November 30,  2001,  Mr.  Thomas F. Regan,  purchased an aggregate of 101,500
issued and  outstanding  shares of the  Registrant's  common stock from Anita M.
Petito,  the non-affiliated and adult daughter of Joseph Petito in consideration
for $101,500 or $.10 per share.  On April 24, 2002,  the  Registrant  issued and
aggregate of 10,000  restricted  shares of its common stock to Irwin Pearl,  the
Registrant's   President,   in  consideration   for  services  rendered  to  the
Registrant. The fair market value of the shares was $2,000 or $.20 per share.

On January 15, 2002, the  Registrant  borrowed an aggregate of $2,500 from James
T. Patten.  The loan was made  pursuant to a written loan  agreement and annexed
eight month, pre-payable promissory note bearing interest at the rate of 10% per
annum. The Registrant utilized the loan proceeds to satisfy accrued expenses and
professional  fees.  On June 7, 2002,  and after the fiscal year covered by this
Report,  the  Registrant  borrowed an aggregate of $10,000 from James T. Patten.
The loan was made pursuant to a written loan  agreement and annexed three month,
pre-payable  promissory note bearing  interest at the rate of 10% per annum. The
Registrant   utilized  the  loan  proceeds  to  satisfy  accrued   expenses  and
professional fees.

Except for the  foregoing  and during the fiscal  year ended  April 30, 2002 and
April 30,  2001,  no officer,  director  or relative or spouse of the  foregoing
persons or any relative of such person who has the same home as such person,  or
is a director or other officer of any parent or subsidiary of the  Registrant or
any shareholder  known by the Registrant to own of record or  beneficially  more
than five(5%) percent of the Registrant's Common Stock, had a direct or indirect
material interest in any transaction or presently proposed  transaction to which
the Registrant or any of its parents or subsidiaries was or is a party.

     (c) Parents.  The  following  individuals  and entities may be deemed to be
parents of the Registrant as at April 30, 2002: (I) Grove Partners, a New Jersey
general  partnership  that is the record and beneficial owner of an aggregate of
500,000 shares of the Registrant's  Common Stock;  and (ii) Gable  International
Investments,  Ltd., a British Virgin Islands  corporation that is the record and
beneficial  owner of an aggregate of 500,000 shares of the  Registrant's  Common
Stock.

     (d) Transactions with Promoters. Inapplicable.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

No Form 8-K was filed in the fiscal year ended April 30, 2002.

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned thereunto duly authorized,  in the City of Long Beach,
State of New York, on March 5, 2002.

ORION DIVERSIFIED TECHNOLOGIES, INC.

BY:
/s/Irwin Pearl
Irwin Pearl, President

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
following persons on behalf of the Registrant and in their capacities and on the
dates indicated have signed this report below.

/s/Irwin Pearl
Irwin Pearl, Director
Dated: July 19, 2002
Long Beach, New York

/s/Thomas Regan
Thomas Regan, Director
Dated: July 19, 2002
Long Beach, New York


                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Orion Diversified Technologies, Inc.
Long Beach, New York

We  have  audited  the   accompanying   balance  sheets  of  Orion   Diversified
Technologies,  Inc. as of April 30, 2002 and 2001 and the related  statements of
operations,  changes in stockholders'  equity, and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our audits in  accordance  with  generally  accepted in the United
States of America. These standards require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also  includes  assessing  the  accounting   principles  used,  and  significant
estimates  made,  by  management  as well as  evaluating  the overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Orion Diversified Technologies,
Inc. as of April 30, 2002 and 2001 and the results of its operation,  changes in
stockholders'  equity and its cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue  as a  going  concern.  As  discussed  in  Note 7 to the
financial  statements,  the Company has  incurred  losses  from  operations  for
several  years and has a net capital  deficiency  that raise  substantial  doubt
about its ability to continue as a going concern. Management's plans with regard
to these matters are also  described in Note 7. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


Bloom & Co., LLP
Hempstead, New York
July 19, 2002



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                                  BALANCE SHEET

                                                             April 30,
                                                                2002
                                     Assets
Current Assets:
       Cash                                                $  21,620
                                                             -------
        Total Assets                                       $  21,620
                                                             =======

                       Liabilities & Stockholders Equity

Current Liabilities:
       Accounts Payable and Accrued Expenses                   4,289
       Loan payable                                            2,600
                                                             -------
       Total Liabilities                                       6,889
                                                             -------

Stockholders Equity:
    Common Stock, par value $.01 per share,
     authorized 10,000,000 shares, issued
       and outstanding 2,857,397 shares                       28,569
       Paid-in Capital                                        45,637
       Deficit                                              ( 59,475)
                                                             -------
       Total Stockholders Equity                              14,731
                                                             -------
Total Liabilities & Stockholders Equity                    $  21,620
                                                             =======


The accompanying notes are an integral part of these financial statements.



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                             STATEMENT OF OPERATIONS
                     THE YEAR ENDED APRIL 30, 2002 AND 2001

                                                    2002                  2001
                                                    ----                  ----
INCOME
Revenues
Forgiveness of a debt                         $ 123,862               $     --

Costs & Expenses:

     General & Administrative                     4,019                  26,900
                                                -------                 -------
      Total costs and expenses                    4,019                  26,900
                                                -------                 -------
       Total Costs & Expenses                     4,019                  26,900
                                                -------                 -------
Income (Loss)                                   119,843                 (26,900)

Income taxes:
     Current                                         --                 (    --)
     Tax benefit                                     --                      --
                                                -------                  ------
     Net Income (loss)                       $  119,843               $ (26,900)
                                                =======                  ======

Earnings per share:
Net income (loss)
Basic                                              N/A                     N/A
                                                   ===                     ===

Diluted                                            N/A                     N/A
                                                   ===                     ===

Weighted Average Number of
  Common Shares                                2,857,397             1,847,397
                                              =========              =========

The accompanying notes are an integral part of these financial statements.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                     THE YEARS ENDED APRIL 30, 2002 AND 2001

                Common Stock     Warrants    Additional
                ------------     --------     Paid In   Accumulated
            Shares      Amount  Type  Number  Capital     Deficit     Total


Balance                           A   903,762
4/30/00     1,847,397    $18,469  B   905,262  $ 3,737   $(152,418)  $(130,212)

Net loss
fiscal
year 2001          --         --  -       --        --    ( 26,900)   ( 26,900)
            ---------    -------  -   -------   ------     -------     -------

Balance
04/30/01                         A    903,762
             1,847,397  $18,469  B    905,262  $ 3,737   $(179,318)  $(157,112)

Shares
issued in
2002         1,010,000   10,100  -         --   41,900     119,843     171,843
             ---------   ------  -    -------   ------     -------     -------
Balance
04/30/02     2,857,397  $28,569            --  $45,637  $(  59,475)  $  14,731
             =========   ======  =    =======   ======     =======     =======


The accompanying notes are an integral part of these financial statements.




                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                           STATEMENT OF CASH FLOWS FOR
                     THE YEAR ENDED APRIL 30, 2002 AND 2001

                                                           2002             2001
                                                           ----             ----

Cash Flow from Operating Activities

           Net Income (Loss)                            $ 119,843    $ ( 26,900)

Adjustments to Reconcile Net Loss
To Net Cash Provided by (Used For)
Operating Activities
Shares issued for services                                  2,000            --
Changes in assets and liabilities:

Accounts payable and accrued expenses                    ( 28,961)       26,900
                                                         --------        ------
Net Cash Provided By (Used In)  Operations                 92,882           --
                                                         --------        ------

Cash Flow from Financing Activities
 Forgiveness of debt                                     (123,862)          --
 Loan                                                       2,600           --
 Shares issued for cash                                    10,000           --
 Additional paid in capital                                40,000           --
                                                         --------         ----
                                                         ( 71,262)          --
                                                         --------         ----

Net Increase/Decrease in Cash                              21,620           --
                                                         --------        -----
Cash - Beginning                                               --           --
                                                         --------        -----
Cash - Ending                                          $   21,620      $    --
                                                         ========        =====

The accompanying notes are an integral part of these financial statements.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION

Orion   Diversified   Technologies,   Inc.  (the  Company),   d/b/a   Electronic
Transistors,  Corp.,  was  incorporated  in New Jersey in 1959.  The Company was
initially  engaged in the  marketing and sale of a line of  approximately  2,500
electronic semi-conductors,  principally transistors, diodes and rectifiers and,
to a lesser extent,  other ancillary related  electronics.  Because of sustained
operating  loses,  the Company  discontinued  this line of operation and filed a
plan of  reorganization  (under  Chapter 11) with the United  States  Bankruptcy
Court for the Eastern District of New York, on April 30, 1990.

Pursuant to the plan of reorganization,  the Company issued 905,262 unrestricted
shares  and an equal  number  of  Series A and  Series B Common  Stock  Purchase
Warrants to various creditors.  Under the plan,  creditors received one share of
common  stock,  a Series A warrant,  and a Series B warrant  for every  $5.00 of
debt.  The Series A and B warrants were  exercisable  at $2.50 and $3.50 and had
initial  expiration  dates of 15 and 20 months from June 2, 1992,  respectively.
The Company had the option to grant, and has continually  granted  extensions of
the exercise period of the warrants.

On  February  25,  1993,  the  Company  acquired  an 85.81%  equity  interest in
Netherland  Gardens  Owners,   Inc.  (a  New  York  corporation)  from  Michaels
Associates,  a non-affiliated  business entity.  The corporation owned a 59 unit
cooperative  residential  dwelling in White Plains, New York (the "Co-op").  The
Company  exchanged  500,000  shares of  restricted  stock for all shares held by
Michael Associates and issued 50,000 shares to the finder and broker.

From 1993 to 1996,  the Company's  investment in the Co-Op resulted in recurring
losses.  On January 11,  1996,  the Company  entered into a new  agreement  with
Michael  Associates.  Under  the new  agreement,  Michaels  Associates  retained
100,000 shares of the Company's stock,  cancelled the acquisition contract,  and
released the Company from any and all obligations.

Since 1996,  the Company has sought a merger  partner who will  benefit from the
Company's  access to capital  markets and provide  the Company  with  profitable
operations.





                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES


Estimates and Assumptions

The  preparation  of financial  statements,  in  conformity  with the  generally
accepted  accounting  principles,  requires  management  to make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash Equivalents

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less, when purchased, to be cash equivalents.

Inventories

The Company's inventory of semi-conductors was composed of unsold obsolete items
with no market  value.  As of July 31, 1997,  the Company  wrote off $104,101 of
abandoned inventory.

Property and Equipment

Property and equipment are recorded at cost.  Depreciation is computed using the
straight-line  method over the  estimated  useful  lives of the  related  assets
ranging  from  three to five  years.  Property  held  under  capital  leases  is
amortized over the lesser of the lease term or their estimated useful lives.





                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

Long-Lived Assets

The Company  follows the  provisions  of the  Statement of Financial  Accounting
Standards  ("SFAS") No. 121 "Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived  Assets to be disposed of". SFAS 121  establishes  accounting
standards  for the  impairment  of  long-lived  assets and certain  identifiable
intangibles  to  be  held  and  used  and  for  long-lived  assets  and  certain
identifiable intangibles to be disposed of.

The Company  reviews the  carrying  values of its  long-lived  and  identifiable
intangible  assets  for  possible  impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of the  assets  may not be
recoverable.

Income Taxes

Income taxes are accounted for under the asset and  liability  method.  Deferred
tax  assets  and  liabilities   are  recognized  for  future  tax   consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carry-forwards.  Deferred  tax assets and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date.


Non-monetary Transactions

The accounting for non-monetary assets is based on the fair values of the assets
involved.  Cost  of a  non-monetary  asset  acquired  in  exchange  for  another
non-monetary  asset is  recorded at the fair value of the asset  surrendered  to
obtain it. The difference in the costs of the assets  exchanged is recognized as
a gain or loss. The fair value of the asset received is used to measure the cost
if it is more clearly evident than the fair value of asset surrendered.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

Stock-Based Compensation

The  Company  has  adopted  Accounting  Principles  Board  Opinion  25  for  its
accounting for stock based compensation. Under this policy:

1. Compensation costs are recognized as an expense over the period of employment
attributable to the employee stock options.

2. Stocks  issued in  accordance  with a plan for past or future  services of an
employee are allocated between the expired costs and future costs.  Future costs
are charged to the periods in which the  services are  performed.  The pro forma
amounts of the difference between  compensation cost, included in net income and
related cost,  measured by the fair value based method including the related tax
effects, are disclosed.

Earnings per Share

The Company  follows the  Statement of Financial  Accounting  Standards No. 128,
Earnings Per Share ("SFAS No. 128").  SFAS No. 128 requires the  presentation of
both basic and diluted earnings per share.

New Accounting Standards

In June  1997,  the  Financial  Accounting  Standards  Board  issued  SFAS  130,
"Reporting  Comprehensive  Income". SFAS 130 establishes standards for reporting
and display of  comprehensive  income and its  components  (revenues,  expenses,
gains,  and  losses)  in a full set of  general  purpose  financial  statements.
Specifically,  SFAS 130  requires  that all items  that meet the  definition  of
components of comprehensive  income be reported in a financial statement for the
period in which they are recognized.  However, SFAS 130 does not specify when to
recognize,  or how to measure, the items that make up comprehensive income. SFAS
130 is effective for fiscal years  beginning  after December 15, 1997, and early
application is permitted.  Management  believes the application of SFAS 130 will
not have a material effect on the Company's future financial statements.

In June  1997,  the  Financial  Accounting  Standards  Board  issued  SFAS  131,
"Financial  Reporting for Segments of Business  Enterprise." SFAS 131 supersedes
the "industry  segment" concept of SFAS 14 with a "management  approach" concept
as the basis for  identifying  reportable  segments.  SFAS 131 is effective  for
fiscal  years  beginning  after  December  15,  1997 and  early  application  is
permitted.  Management  believes  the  application  of SFAS  131 will not have a
material effect on the Company's future financial statements.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

New Accounting Standards

In April  1998,  the FASB issued SOP 98-5,  "Reporting  on the Costs of Start-up
Activities,"  which will become  effective  for the Company in fiscal  2000.  It
requires costs of start-up  activities and organization  costs to be expensed as
incurred.  The Company  currently follows this approach and such costs have been
minimal in the past.

In February 1998, the FASB issued SFAS No. 132,  "Employers'  Disclosures  About
Pensions and Other  Post-retirement  Benefits,"  which became  effective for the
fiscal years beginning after December 15, 1997. The statement  standardizes  the
disclosure requirements for pension plans and other post retirement benefits. To
the extent practicable, the statement requires additional information on changes
in the benefit  obligations  and fair value of plan assets.  The Company adopted
the SFAS 132. The adoption of SFAS No. 132 did not have  material  impact on the
Company's consolidated financial statements,  the results of operations,  or the
notes thereto.

NOTE 3 - PAYROLL TAXES

In connection with the Plan of Reorganization, payroll taxes were due within six
years from April 23, 1986, the date of assessment.  The Company has not paid the
$137,465  tax  liability  and the  taxing  authorities  have  taken no action to
collect it.  Management  believes that,  under the current federal and state tax
laws,  the liability is subject to the statute of limitation and therefore is no
longer due.


NOTE 4 - COMMON STOCK PURCHASE WARRANTS

In accordance with the Plan of  Reorganization,  905,262  redeemable Class A and
Class B Purchase  Warrants were issued between  September 19, 1990, and December
30, 1990.  Each  warrant  entitles the holder to purchase one "new" share of the
Company's  stock for each warrant that is exercised.  The exercise  price of the
Class A and Class B  Warrants  are $2.50 and $3.50,  respectively.  The Board of
Directors  of the Company  extended  the  expiration  dates for both  Classes of
Warrants to December 31, 2000.

As of December 1,  2001,  903,762  Class A and  905,262  Class B  Warrants  were
outstanding.


NOTE 5 - RELATED PARTY TRANSACTIONS

Transactions with Management

The Company has agreed to certain transactions with Joseph Petito, the Company's
President,   Chief  Operating  Officer,  Chairman  of  the  Board  and  majority
shareholder. Such transactions are described below:

1. Facilities

The  Company's  President  has  arranged for the Company to conduct its business
affairs on the premises of a company  controlled by the President and located in
Ronkonkoma, New York. Said premises and office equipment are being utilized on a
rent-free basis.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)

Transactions with Management

2. Compensation and Other Costs

The  Company  has had no sales or  other  income  since  the  relocation  of its
offices.  As a result,  Mr.  Petito has advanced  virtually all of the Company's
operating expenses.

On June 2, 1990, the Board of Directors  agreed to provide  compensation  to Mr.
Petito,  at the rate of $1,500 per week.  On May 2, 1994,  Mr.  Petito agreed to
forego the $1,500  weekly  compensation  until the Company  shows a  significant
upward trend in its results of operations.


3. Due to Officer

As of April 30, 2002, the amounts owed to the officer were forgiven by that
officer:


       Salary                                       $  78,000
       Advances made to the Company                    45,862
                                                      -------
              Total                                 $ 123,862
                                                      =======

NOTE 6. NET OPERATING LOSS CARRYFORWARDS

As of April 30,2001 the Company had NOLs of approximately  $179,618.  These NOLs
and  corresponding  estimated tax assets,  computed at a 35% tax rate, expire as
follows:

        Year loss          Expiration           Loss         Estimated
        Incurred              Date             Amount        Tax Asset

         1995                 2010             81,358           28,475
         1996                 2011             70,260           24,591
         1997                 2012                150               53
         1999                 2014                400              140
         2000                 2015                400              140
         2001                 2016             26,900            9,415

          Total                              $179,468          $62,814

Under the  provisions of SFAS 109, NOLs  represent  temporary  differences  that
enter into the  calculation of deferred tax assets.  Realization of deferred tax
assets associated with the NOL is dependent upon generating  sufficient  taxable
income prior to their expiration.

Management  believes  that there is a risk that certain of these NOLs may expire
unused and,  accordingly,  has established a valuation  allowance  against them.
Although realization is not assured for the remaining deferred tax assets, based
on the historical trend in sales and profitability, the estimated tax assets and
valuation  allowance were $53,399, as of April 30, 2000. The valuation allowance
of was increased by $9,415 as a consequence of recognizing additional tax assets
in the year ended April 30,  2001.  The  Company  believes it is likely that the
benefit of these additional assets may not be realized in the future.

        Deferred tax assets:                           2001           2000


        Net operating loss carryforwards               62,814        53,399
        Less: Valuation allowance                     (62,814)      (53,399)

        Net deferred tax assets - current             $    --        $    --



NOTE 7. GOING CONCERN BASIS AND FUTURE PLANS

The accompanying consolidated financial statements have been prepared on a going
concern basis which  contemplates  the realization of assets and satisfaction of
liabilities in the normal course of business.

Orion has not realized any material revenues for the three years ended April 30,
2001,  and the  consolidated  statement of retained  earnings for the year ended
April 30, 2001  reflect a loss of $178,414.  The Company also has been  entirely
supported by its majority  shareholder.  These factors raise  substantial  doubt
about the Company's ability to continue as a going concern.


NOTE 8.  PLAN OF OPERATION AND SUBSEQUENT EVENT

To maintain  its  existence,  the Company has been using the  facilities  of its
Chairman and CEO Mr. Joseph  Petito on a rent free basis.  On November 30, 2001,
Mr. Petito entered into an option agreement with Mr. James T. Patten.  Under the
agreement, Mr. Patten was given the right to purchase all of the shares owned by
Mr.  Petito and his wife.  On the same day,  Mr.  Petito and Mr.  Irwin  Lampert
resigned as  executive  officers  and  directors  of the Company in favor of Mr.
Irwin  Pearl and Mr.  Thomas  Regan.  As part of the  arrangement,  the  Company
intends to conduct a best efforts private  placement of 3,000,000  shares of its
common  stock at $.05 per share.  In addition,  Mr.  Petito has agreed to accept
$75,000 as total  settlement  for his  outstanding  loan and  accrued  wages and
expenses of $123,862 and forgive the balance. Upon the completion of the private
placement  and Mr.  Patten's  exercise  of his  option,  the  Company  will have
undergone a change of control.  The future of the Company will then be dependent
on new  management's  ability  to  secure  a  business  combination  partner  or
establish profitable operations.